Malka Meyer Form 4 Robinhood Markets / Meyer Malka ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Malka Meyer

(Last) (First) (Middle)

C/O RIBBIT CAPITAL

364 UNIVERSITY AVE.

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/31/2023		A		1,147	A	(1)	39,497(2)(3)	D(2)(3)
Class A Common Stock	01/01/2024		M		7,058	A	(4)	46,555	D(2)(3)
Class A Common Stock								102,183	I	By LLC(5)
Class A Common Stock								52,064,216(2)(3)	I	By Funds(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	01/01/2024		M			1,433	(8)	(8)	Class A Common Stock	1,433	$0	7,168	D(2)
Restricted Stock Units	(4)	01/01/2024		M			5,625	(9)	(9)	Class A Common Stock	5,625	$0	11,250	D(2)

Explanation of Responses:

1. On December 31, 2023, the Reporting Person was automatically granted 1,147 shares of Class A Common Stock under the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood"), which permits directors to elect to receive payment of quarterly director fees in the form of stock, and Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). This grant was made in lieu of cash fees, based on the December 29, 2023 closing price of $12.74 per share of Class A Common Stock, and these shares were fully vested upon grant.

2. As previously reported, the Reporting Person is the founder and managing partner of the Ribbit Capital family of funds, and is contractually obligated to transfer and/or remit the proceeds of any sale of shares issued pursuant to stock awards or upon vesting and settlement of restricted stock units ("RSUs") to certain entities affiliated with such funds. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The reported amounts reflect previous transfers of (i) 9,784 shares of Class A Common Stock to Ribbit Capital II, L.P. ("Fund II"), for itself and as nominee for Ribbit Founder Fund II, L.P. ("FF II"),

3. (continued) (ii) 1,683 shares of Class A Common Stock to Ribbit Capital III, L.P. ("Fund III"), for itself and as nominee for Ribbit Founder Fund III, L.P. ("FF III"), (iii) 4,753 shares of Class A Common Stock to Bullfrog Capital, L.P. ("Bullfrog"), for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF"), (iv) 1,190 shares of Class A Common Stock to RH Ribbit Opportunity II, LLC ("RH"), (v) 945 shares of Class A Common Stock to RH-D Ribbit Opportunity II, LLC ("RH-D"), (vi) 873 shares of Class A Common Stock to RH-E Ribbit Opportunity II, LLC ("RH-E") and (vii) 2 shares of Class A Common Stock to RH-N Bullfrog Opportunity, LLC ("RH-N"). Such transfers were effected in accordance with Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

4. RSUs convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

5. Shares held by Tibbir Holdings LLC, of which the Reporting Person serves as investment manager. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

6. Represents (i) 26,491,598 shares held directly by Fund II for itself and as nominee for FF II, (ii) 4,556,243 shares held directly by Fund III for itself and as nominee for FF III, (iii) 12,867,501 shares held directly by Bullfrog for itself and as nominee for Bullfrog FF, (iv) 3,221,270 shares held directly by RH, (v) 2,557,376 shares held directly by RH-D, (vi) 2,364,143 shares held directly by RH-E and (vii) 6,085 shares held directly by RH-N.

7. Ribbit Capital GP II, L.P. ("GP II") is the general partner of Fund II and FF II and the managing member of RH, RH-D, and RH-E, and Ribbit Capital GP II, Ltd. ("UGP II") is the general partner of GP II. Ribbit Capital GP III, L.P. ("GP III") is the general partner of Fund III and FF III, and Ribbit Capital GP III, Ltd. ("UGP III") is the general partner of GP III. Bullfrog Capital GP, L.P. ("BF GP") is the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N, and Bullfrog Capital GP, Ltd. ("BF UGP") is the general partner of BF GP. The Reporting Person is a director of each of UGP II, UGP III and BF UGP, and disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

8. On March 23, 2022, the Reporting Person was granted 17,201 RSUs under the 2021 Plan. One-twelfth (1/12) of these RSUs vested on July 1, 2022, with the remainder scheduled to vest in eleven (11) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

9. On June 20, 2023, the Reporting Person was granted 22,500 RSUs under the 2021 Plan. One-fourth (1/4) of these RSUs vested on October 1, 2023, with the remainder scheduled to vest in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2024 annual meeting of stockholders), in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

	/s/ Meyer Malka	01/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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